FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

                 For the quarterly period ended March 31, 2000
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from ____________________ to ________________________


                             Commission file number
                                     0-21560
                     ---------------------------------------


                            CNL Income Fund XI, Ltd.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Florida                                            59-3078854
----------------------------------------         -----------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)


450 South Orange Avenue
Orlando, Florida                                              32801
-----------------------------------------        -----------------------------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number
(including area code)                                    (407) 540-2000
                                                 -----------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _________




<PAGE>


                                    CONTENTS



                                                                        Page
Part I.

     Item 1.   Financial Statements:

                   Condensed Balance Sheets

                   Condensed Statements of Income

                   Condensed Statements of Partners' Capital

                   Condensed Statements of Cash Flows

                   Notes to Condensed Financial Statements

     Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations

     Item 3.   Quantitative and Qualitative Disclosures About
                   Market Risk

Part II.

     Other Information





<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                March 31,               December 31,
                                                                                   2000                     1999
                                                                            -------------------      -------------------
<S> <C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $3,123,015 and
       $3,016,369, respectively                                                   $ 21,488,361             $ 21,595,007
   Net investment in direct financing leases                                         7,342,464                7,372,041
   Investment in joint ventures                                                      3,073,607                3,077,302
   Cash and cash equivalents                                                         1,590,518                1,656,500
   Receivables, less allowance for doubtful accounts
       of $58,042 and $11,646, respectively                                             99,445                  175,500
   Prepaid expenses                                                                      7,664                   14,115
   Accrued rental income                                                             1,813,526                1,779,603
   Other assets                                                                        122,024                  122,024
                                                                            -------------------      -------------------

                                                                                  $ 35,537,609             $ 35,792,092
                                                                            ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                              $      44,547             $    121,191
   Escrowed real estate taxes payable                                                   13,126                   13,646
   Distributions payable                                                               875,006                  875,006
   Due to related parties                                                               89,465                   70,600
   Rents paid in advance and deposits                                                   98,670                  102,480
                                                                            -------------------      -------------------
       Total liabilities                                                             1,120,814                1,182,923

   Minority interests                                                                  512,882                  509,807

   Partners' capital                                                                33,903,913               34,099,362
                                                                            -------------------      -------------------

                                                                                  $ 35,537,609             $ 35,792,092
                                                                            ===================      ===================





See accompanying notes to condensed financial statements.
<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME


                                                                                    Quarter Ended
                                                                                      March 31,
                                                                                2000              1999
                                                                           ---------------    --------------
Revenues:
    Rental income from operating leases                                         $ 629,237         $ 643,500
    Earned income from direct financing leases                                    209,954           235,529
    Contingent rental income                                                       19,427            20,242
    Interest and other income                                                      38,924            20,934
                                                                           ---------------    --------------
                                                                                  897,542           920,205
                                                                           ---------------    --------------

Expenses:
    General operating and administrative                                           45,288            42,360
    Professional services                                                          14,283            10,838
    Management fees to related party                                                9,111             9,476
    State and other taxes                                                          44,793            28,189
    Depreciation and amortization                                                 106,646           106,646
    Transaction costs                                                              40,500            34,967
                                                                           ---------------    --------------
                                                                                  260,621           232,476
                                                                           ---------------    --------------

Income Before Minority Interests in Income of Consolidated
    Joint Ventures and Equity in Earnings of Unconsolidated
    Joint Ventures                                                                636,921           687,729

Minority Interests in Income of Consolidated
    Joint Ventures                                                                (17,292 )         (16,409 )

Equity in Earnings of Unconsolidated Joint Ventures                                59,928            58,001
                                                                           ---------------    --------------

Net Income                                                                      $ 679,557         $ 729,321
                                                                           ===============    ==============

Allocation of Net Income:
    General partners                                                            $   6,796         $   7,293
    Limited partners                                                              672,761           722,028
                                                                           ---------------    --------------

                                                                                $ 679,557         $ 729,321
                                                                           ===============    ==============

Net Income Per Limited Partner Unit                                              $   0.17          $   0.18
                                                                           ===============    ==============

Weighted Average Number of Limited Partner
    Units Outstanding                                                           4,000,000         4,000,000
                                                                           ===============    ==============




See accompanying notes to condensed financial statements.
<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL


                                                          Quarter Ended           Year Ended
                                                            March 31,            December 31,
                                                               2000                  1999
                                                        -------------------    ------------------

General partners:
    Beginning balance                                          $   242,465            $  211,047
    Net income                                                       6,796                31,418
                                                        -------------------    ------------------
                                                                   249,261               242,465
                                                        -------------------    ------------------

Limited partners:
    Beginning balance                                           33,856,897            34,246,565
    Net income                                                     672,761             3,110,356
    Distributions ($0.22 and $0.88 per
       limited partner unit, respectively)                        (875,006 )          (3,500,024 )
                                                        -------------------    ------------------
                                                                33,654,652            33,856,897
                                                        -------------------    ------------------

Total partners' capital                                       $ 33,903,913          $ 34,099,362
                                                        ===================    ==================



See accompanying notes to condensed financial statements.
<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                                             Quarter Ended
                                                                               March 31,
                                                                        2000               1999
                                                                    --------------    ---------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                           $ 823,241          $ 974,168
                                                                    --------------    ---------------

    Cash Flows from Investing Activities:
       Additions to land and buildings on operating
          leases                                                               --           (337,806 )
       Investment in direct financing leases                                   --           (694,610 )
       Investment in joint ventures                                            --           (247,286 )
       Decrease in restricted cash                                             --          1,630,296
                                                                    --------------    ---------------
              Net cash provided by investing activities                        --            350,594
                                                                    --------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                 (875,006 )         (995,006 )
       Distributions to holders of minority interests                     (14,217 )          (16,366 )
                                                                    --------------    ---------------
              Net cash used in financing activities                      (889,223 )       (1,011,372 )
                                                                    --------------    ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                      (65,982 )          313,390

Cash and Cash Equivalents at Beginning of Quarter                       1,656,500          1,559,240
                                                                    --------------    ---------------

Cash and Cash Equivalents at End of Quarter                            $1,590,518         $1,872,630
                                                                    ==============    ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                       $ 875,006          $ 875,006
                                                                    ==============    ===============

</TABLE>


See accompanying notes to condensed financial statements.
<PAGE>



                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2000 and 1999


1.      Basis of Presentation:

        The  accompanying  unaudited  condensed  financial  statements have been
        prepared in  accordance  with the  instructions  to Form 10-Q and do not
        include  all  of  the  information  and  note  disclosures  required  by
        generally  accepted  accounting  principles.  The  financial  statements
        reflect all  adjustments,  consisting of normal  recurring  adjustments,
        which are, in the opinion of  management,  necessary to a fair statement
        of the results for the interim periods presented.  Operating results for
        the quarter  ended March 31, 2000 may not be  indicative  of the results
        that may be expected for the year ending  December 31, 2000.  Amounts as
        of December 31, 1999,  included in the financial  statements,  have been
        derived from audited financial statements as of that date.

        These unaudited financial  statements should be read in conjunction with
        the financial  statements and notes thereto included in Form 10-K of CNL
        Income Fund XI, Ltd. (the "Partnership") for the year ended December 31,
        1999.

        The  Partnership  accounts  for its 85 percent  interest in Denver Joint
        Venture and its 77.33%  interest in CNL/Airport  Joint Venture using the
        consolidation  method.  Minority interests  represent the minority joint
        venture partners' proportionate share of the equity in the Partnership's
        consolidated joint ventures.  All significant  intercompany accounts and
        transactions have been eliminated.

2.   Termination of Merger:

       On March 1, 2000, the general partners and CNL American  Properties Fund,
       Inc.  ("APF")  mutually  agreed to terminate  the  Agreement  and Plan of
       Merger entered into in March 1999. The general partners are continuing to
       evaluate   strategic   alternatives   for  the   Partnership,   including
       alternatives to provide liquidity to the limited partners.


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL Income  Fund XI,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was  organized on August 20, 1991 to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as well as properties upon which  restaurants were to be
constructed  (the  "Properties"),  which are leased  primarily  to  operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance, property taxes, insurance, and utilities. As of March 31, 2000,
the Partnership owned 41 Properties, which included interests in five Properties
owned by joint  ventures  in which  the  Partnership  is a  co-venturer  and two
Properties owned with affiliates as tenants-in-common.

Capital Resources

         The  Partnership's  primary  source of capital for the  quarters  ended
March 31, 2000 and 1999 was cash from  operations  (which includes cash received
from tenants,  distributions from joint ventures,  and interest and other income
received,  less cash paid for expenses).  Cash from  operations was $823,241 and
$974,168  for the  quarters  ended  March 31, 2000 and 1999,  respectively.  The
decrease  in cash from  operations  for the  quarter  ended  March 31,  2000 was
primarily a result of changes in income and expenses as described in "Results of
Operations" below and changes in the Partnership's working capital.

         Currently,  rental  income from the  Partnership's  Properties  and net
sales proceeds held by the  Partnership are invested in money market accounts or
other short-term,  highly liquid  investments such as demand deposit accounts at
commercial  banks,  certificates  of deposit and money market accounts with less
than a 30-day maturity date,  pending the Partnership's use of such funds to pay
Partnership  expenses,  to  reinvest  in  an  additional  property  or  to  make
distributions to the partners. At March 31, 2000, the Partnership had $1,590,518
invested in such short-term  investments,  as compared to $1,656,500 at December
31, 1999. The funds remaining at March 31, 2000,  after payment of distributions
and other liabilities,  will be used to invest in an additional  Property and to
meet the Partnership's working capital needs.

Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on cash from operations, the Partnership declared distributions to limited
partners of  $875,006  for each of the  quarters  ended March 31, 2000 and 1999.
This represents  distributions of $0.22 per unit for each applicable quarter. No
distributions were made to the general partners for the quarters ended March 31,
2000 and 1999. No amounts  distributed to the limited  partners for the quarters
ended  March 31, 2000 and 1999 are  required  to be or have been  treated by the
Partnership  as a return of capital  for  purposes  of  calculating  the limited
partners'  return  on their  adjusted  capital  contributions.  The  Partnership
intends to continue to make  distributions of cash available for distribution to
the limited partners on a quarterly basis.

         Total liabilities of the Partnership,  including distributions payable,
decreased to $1,120,814 at March 31, 2000 from  $1,182,923 at December 31, 1999,
primarily as a result of a decrease in accounts  payable at March 31,  2000,  as
compared to December 31, 1999. The general partners believe that the Partnership
has sufficient cash on hand to meet its current working capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         During the quarters ended March 31, 2000 and 1999, the  Partnership and
its  consolidated  joint ventures,  Denver Joint Venture and  CNL/Airport  Joint
Venture,  owned and leased 36 wholly owned  Properties to operators of fast-food
and family-style restaurant chains. In connection therewith, during the quarters
ended  March 31,  2000 and 1999,  the  Partnership,  Denver  Joint  Venture  and
CNL/Airport Joint Venture earned $839,191 and $879,029,  respectively, in rental
income from  operating  leases and earned income from direct  financing  leases.
Rental and earned income  decreased  during the quarter ended March 31, 2000, as
compared  to the  quarter  ended March 31,  1999,  primarily  as a result of the
Partnership  establishing  an allowance for doubtful  accounts of  approximately
$43,700 for past due rental  amounts  relating to four  Properties in accordance
with the  Partnership's  policy.  The general  partners  will continue to pursue
collection  of past due rental  amounts  relating to these  Properties  and will
recognize such amounts as income if collected. In addition,  during the quarters
ended March 31,  2000 and 1999,  the  Partnership  earned  $19,427 and  $20,242,
respectively, in contingent rental income.

         In addition,  during the quarter ended March 31, 1999, the  Partnership
owned and  leased  three  Properties  indirectly  through  other  joint  venture
arrangements   and  owned  and  leased  one   Property   with  an  affiliate  as
tenants-in-common. During the quarter ended March 31, 2000 the Partnership owned
and leased three Properties  indirectly through other joint venture arrangements
and owned and leased two Properties  with  affiliates as  tenants-in-common.  In
connection  therewith,  during the quarters  ended March 31, 2000 and 1999,  the
Partnership earned $59,928 and $58,001, respectively, attributable to net income
earned by unconsolidated joint ventures.

         Operating expenses,  including  depreciation and amortization  expense,
were  $260,621  and  $232,476  for the  quarters  ended March 31, 2000 and 1999,
respectively.

Termination of Merger

         On March 1, 2000,  the general  partners  and CNL  American  Properties
Fund, Inc. ("APF") mutually agreed to terminate the Agreement and Plan of Merger
entered  into in March 1999.  The general  partners are  continuing  to evaluate
strategic  alternatives for the Partnership,  including  alternatives to provide
liquidity to the limited partners.

Dismissal of Legal Action

         As   described   in  greater   detail  in  Part  II,   Item  1  ("Legal
Proceedings"),  in 1999 two groups of  limited  partners  in several  CNL Income
Funds filed  purported  class action suits against the general  partners and APF
alleging,  among other  things,  that the general  partners had  breached  their
fiduciary  duties in  connection  with the proposed  Merger.  These actions were
later  consolidated  into  one  action.  On April  25,  2000,  the  judge in the
consolidated action issued a Stipulated Final Order of Dismissal of Consolidated
Action, dismissing the action without prejudice, with each party to bear its own
costs and attorneys' fees.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings.

              On May 11, 1999, four limited partners in several CNL Income Funds
              served a derivative and purported class action lawsuit filed April
              22, 1999 against the general partners and APF in the Circuit Court
              of the Ninth Judicial Circuit of Orange County, Florida,  alleging
              that the general  partners  breached  their  fiduciary  duties and
              violated  provisions of certain of the CNL Income Fund partnership
              agreements in connection with the proposed Merger.  The plaintiffs
              are seeking  unspecified  damages and equitable relief. On July 8,
              1999, the plaintiffs filed an amended complaint which, in addition
              to naming three  additional  plaintiffs,  includes  allegations of
              aiding and abetting and  conspiring  to breach  fiduciary  duties,
              negligence and breach of duty of good faith against certain of the
              defendants and seeks additional  equitable relief. As amended, the
              caption  of the  case is Jon  Hale,  Mary J.  Hewitt,  Charles  A.
              Hewitt,  Gretchen M.  Hewitt,  Bernard J.  Schulte,  Edward M. and
              Margaret  Berol Trust,  and Vicky Berol v. James M.  Seneff,  Jr.,
              Robert  A.  Bourne,  CNL  Realty  Corporation,  and  CNL  American
              Properties Fund, Inc., Case No. CIO-99-0003561.

              On June 22,  1999,  a limited  partner of several CNL Income Funds
              served a  purported  class  action  lawsuit  filed  April 29, 1999
              against the general partners and APF, Ira Gaines, individually and
              on  behalf  of a class  of  persons  similarly  situated,  v.  CNL
              American  Properties Fund,  Inc., James M. Seneff,  Jr., Robert A.
              Bourne,  CNL Realty  Corporation,  CNL Fund  Advisors,  Inc.,  CNL
              Financial  Corporation  a/k/a CNL Financial  Corp.,  CNL Financial
              Services,  Inc. and CNL Group, Inc., Case NO. CIO-99-3796,  in the
              Circuit  Court of the Ninth  Judicial  Circuit  of Orange  County,
              Florida,   alleging  that  the  general  partners  breached  their
              fiduciary  duties and that APF aided and abetted  their  breach of
              fiduciary  duties in  connection  with the  proposed  Merger.  The
              plaintiff is seeking unspecified damages and equitable relief.

              On September 23, 1999,  Judge Lawrence  Kirkwood  entered an order
              consolidating  the two cases  under the  caption In re: CNL Income
              Funds  Litigation,  Case No. 99-3561.  Pursuant to this order, the
              plaintiffs  in  these  cases  filed  a  consolidated  and  amended
              complaint on November 8, 1999.  On December 22, 1999,  the general
              partners and CNL Group,  Inc. filed motions to dismiss and motions
              to strike.  On December 28, 1999, APF and CNL Fund Advisors,  Inc.
              filed motions to dismiss.  On March 6, 2000, all of the defendants
              filed a Joint Notice of Filing Form 8-K Reports and  Suggestion of
              Mootness.

              On April 25, 2000,  Judge Kirkwood issued a Stipulated Final Order
              of Dismissal of Consolidated Action, dismissing the action without
              prejudice,  with each  party to bear its own costs and  attorneys'
              fees.

Item 2.       Changes in Securities.  Inapplicable.

Item 3.       Defaults upon Senior Securities.  Inapplicable.

Item 4.       Submission of Matters to a Vote of Security Holders. Inapplicable.

Item 5.       Other Information.  Inapplicable.

Item 6.       Exhibits and Reports on Form 8-K.

              (a)  Exhibits

                     3.1        Affidavit and Certificate of Limited Partnership
                                of CNL Income Fund XI, Ltd. (Included as Exhibit
                                3.2 to  Registration  Statement No.  33-43278 on
                                Form S-11 and incorporated herein by reference.)

                     4.1        Affidavit and Certificate of Limited Partnership
                                of CNL Income  Fund XI, Ltd.  (Included  Exhibit
                                3.2 to Registration  Statement  33-43278 on Form
                                S-11 and incorporated herein by reference.)

                     4.2        Amended  and   Restated   Agreement  of  Limited
                                Partnership   of  CNL  Income   Fund  XI,   Ltd.
                                (Included as Exhibit 4.2 to Form 10-K filed with
                                the Securities and Exchange  Commission on April
                                15, 1993, and incorporated herein by reference.)

                     10.1       Management Agreement between CNL Income Fund XI,
                                Ltd.  and CNL  Investment  Company  (Included as
                                Exhibit   10.1  to  Form  10-K  filed  with  the
                                Securities and Exchange  Commission on April 15,
                                1993, and incorporated herein by reference.)

                     10.2       Assignment  of  Management  Agreement  from  CNL
                                Investment  Company to CNL Fund  Advisors,  Inc.
                                (Included  as  Exhibit  10.2 to Form 10-K  filed
                                with the Securities  and Exchange  Commission on
                                March  30,  1995,  and  incorporated  herein  by
                                reference.)

                     10.3       Assignment  of  Management  Agreement  from  CNL
                                Income Fund Advisors, Inc. to CNL Fund Advisors,
                                Inc.  (Included  as  Exhibit  10.3 to Form  10-K
                                filed   with   the   Securities   and   Exchange
                                Commission  on April 1, 1996,  and  incorporated
                                herein by reference.)

                     27         Financial Data Schedule (Filed herewith.)

              (b)  Reports on Form 8-K

                   A  Current  Report on Form 8-K dated  February  23,  2000 was
                   filed on March 1,  2000  describing  the  termination  of the
                   proposed merger of the Partnership with and into a subsidiary
                   of CNL American Properties Fund, Inc.


<PAGE>




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

DATED this 9th day of May, 2000.


                               CNL INCOME FUND XI, LTD.
                               By: CNL REALTY CORPORATION
                                   General Partner


                                   By: /s/ James M. Seneff, Jr.
                                       ------------------------------------
                                       JAMES M. SENEFF, JR.
                                       Chief Executive Officer
                                       (Principal Executive Officer)


                                   By: /s/ Robert A. Bourne
                                       -------------------------------------
                                       ROBERT A. BOURNE
                                       President and Treasurer
                                       (Principal Financial and
                                       Accounting Officer)